Exhibit 10.8
RETENTION AGREEMENT
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This
Retention Agreement ("Retention Agreement") is made by and
between
Startech Environmental Corporation, successors and assigns (the
"Company"), and
Peter Scanlon, 986 Ocean Ave., West Haven, CT, 06516 ("Mr.
Scanlon"), dated
November 20, 2008 and effective January 1, 2009.
WHEREAS, Mr. Scanlon had planned to retire, and announced his
retirement to
the Company, effective October 31, 2008;
WHEREAS, the Company wishes to retain Mr. Scanlon in employment
with the
Company through May 15, 2009, and Mr. Scanlon has agreed to defer
his retirement
in exchange for certain consideration described herein;
WHEREAS, Mr. Scanlon and the Company each have been afforded a
reasonable
time to consider this Retention Agreement;
NOW
THEREFORE, Mr. Scanlon and the Company agree as follows:
1.
The Company will pay Mr. Scanlon, on May 1, 2009, the amount of
one
hundred forty-four thousand three hundred fifty-three dollars and
eighty-five
cents ($144,353.85) in a single lump sum, less lawful deductions,
as a retention
bonus payment ("Retention Bonus") whether or not Mr. Scanlon's
employment
terminates on or prior to such date.
2.
The Company will provide Mr. Scanlon with continued health
insurance
coverage for Mr. Scanlon and his spouse for twelve (12) months
following
termination of his employment whenever such termination occurs.
Such continued
health insurance will apply to all health insurance coverages in
which Mr.
Scanlon is enrolled as of the date of his termination of
employment. Following
such twelve (12) months Mr. Scanlon and his spouse shall have the
right to elect
continued coverage under the Consolidated Omnibus Budget
Reconciliation Act
("COBRA"), or any applicable state law, for such additional period
provided
under COBRA or such applicable state law.
3.
The Company will reimburse Mr. Scanlon for his legal fees incurred
by
Littler Mendelson, PC in advising him and in preparing this
Retention Agreement
on December 1, 2008.
4.
In consideration for remaining in the Company's employ through May
15,
2009 and in compliance with the promises made herein and provided
Mr. Scanlon
does not voluntarily terminate his employment prior to May 15,
2009, the Company
agrees to the following:
a.
To provide Mr.
Scanlon on a non-taxable basis with medical insurance,
life insurance, long term disability insurance, and short term
disability insurance that is provided to Mr. Scanlon as of the date
of
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this Retention Agreement for the following: (i) Mr. Scanlon for
three
(3) years beginning May 1, 2009 (up to and including April 30,
2012),
and (ii) Mr. Scanlon's spouse, Kathleen Scanlon, for five (5)
years
beginning May 1, 2009 (up to and including June 30, 2014)
(collectively, benefits for both Mr. and Mrs. Scanlon are referred
to
herein as "Retention Benefits"); provided, however, the amount
of
expenses eligible for reimbursement, or in-kind benefits
provided,
during a calendar year may not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other
calendar year. In the event the Retention Benefits cannot be
provided
under Company sponsored group benefit plans or pursuant to COBRA
or
other applicable state law with respect to benefit continuation
rights, the Company agrees to reimburse Mr. Scanlon for the cost
of
individual insurance coverage for the equivalent of the
Retention
Benefits, or to provide the Retention Benefits on a Company
self-insured basis if such individual insurance coverage is not
available, for the period set forth in (i) and (ii) above, with
such
reimbursed cost or such benefits grossed up for taxes so that
such
cost is reimbursed to Mr. Scanlon on the equivalent of a
non-taxable
basis.
b.
To fully release
Mr. Scanlon from any and all claims arising out of
his employment, and to execute a release of claims, in the form
of
Exhibit A attached hereto, on his last day of employment.
5.
Nothing in this Retention Agreement shall be effective to change
or
amend Mr. Scanlon's rights under any grant of stock options made to
him by the
Company under the 1995 Nonqualifying Stock Option Plan or under the
2000 Stock
Option Plan (the "Company Stock Plans"), provided that, for the
avoidance of
doubt, upon termination of his employment at any time after October
31, 2008 Mr.
Scanlon shall be deemed to have "Retired" and have entered
"Retirement" as of
such termination for purposes of the post-termination exercise
rights under the
Company Stock Plans with respect to stock options granted to Mr.
Scanlon under
the Company Stock Plans. In the event of a Change in Control as
defined in the
Company Stock Plans, in connection with the successor or surviving
company does
not assume the stock options granted under the Company Stock Plans,
Mr. Scanlon
shall receive a lump sum payment, within 90 days following the
consummation of
the Change in Control, and for each share of Company common stock
underlying the
stock options, equal to the difference between the per share
exercise price with
respect to each share underlying such stock option and the per
share
consideration paid to shareholders of the Company in connection
with the Change
in Control.
6.
In the event that the Company breaches its obligations set forth in
this
Retention Agreement the Company agrees to pay any and all fees and
costs,
including attorney's fees, incurred by Mr. Scanlon in enforcing
this Retention
Agreement and obtaining the monies and benefits set forth in said
Agreement.
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7.
(a) The Company owns and has developed and compiled, and will
own,
develop and compile, certain techniques, information, and materials
tangible or
intangible, relating to itself, its customers, suppliers and
others, which are
secret, proprietary and confidential, and which have great value to
its business
(referred to in this Retention Agreement, collectively, as
"Confidential
Information"). Confidential Information shall not in any event
include
information which: (i) was generally known or generally available
to the public
prior to its disclosure to Mr. Scanlon; (ii) becomes generally
known or
generally available to the public subsequent to disclosure to Mr.
Scanlon
through no wrongful act of any person; or (iii) which Mr. Scanlon
is required to
disclose by applicable law or regulation; provided that Mr. Scanlon
provides the
Company with prior notice of the contemplated disclosure and
reasonably
cooperates with the Company at the Company's expense in seeking a
protective
order or other appropriate protection of such information.
Confidential
Information includes, but is not limited to, manuals, documents,
computer
programs, compilations of technical, financial, legal or other
data, client or
prospective client lists, names of suppliers, specifications,
designs, business
or marketing plans, forecasts, financial information, work in
progress, and
other technical or business information.
(b)
Mr. Scanlon acknowledges and agrees that in the performance of
his
duties while employed with the Company, the Company disclosed to
and entrusted
Mr. Scanlon with Confidential Information. Mr. Scanlon also
acknowledges and
agrees that the unauthorized disclosure of Confidential
Information, among other
things, may be prejudicial to the Company's interests and an
improper disclosure
of trade secrets. Mr. Scanlon agrees that he will not, directly or
indirectly,
use, make available, sell, disclose or otherwise communicate to any
corporation,
partnership, individual or other third party, other than in the
proper
performance of his duties for the Company while employed, any
Confidential
Information. Mr. Scanlon agrees that he will not retain or take any
Confidential
Information in a Tangible Form (as defined below), and Mr. Scanlon
shall
immediately deliver to the Company any Confidential Information in
a Tangible
Form, as well as all other property, equipment, documents or things
that were
issued to Mr. Scanlon or otherwise received or obtained by Mr.
Scanlon.
"Tangible Form" includes information or materials in written or
graphic form, on
a computer disk or other medium, or otherwise stored in or
available through
electronic or other form.
8.
Mr. Scanlon acknowledges that, during his employment with the
Company,
he obtained Confidential Information that if used by or given to a
competitor of
the Company, the Company's competitive advantage will be materially
adversely
affected and that he would inevitably draw on this Confidential
Information if
he were to work for a competitive business. Accordingly, during his
employment
with the Company and for twelve (12) months thereafter, Mr. Scanlon
will not,
directly or indirectly, engage in or participate as an owner,
officer, employee,
director, manager, partner or agent of, or consultant for, any
business
competitive with any business of the Company without the prior
written consent
of the Company.
9.
Mr. Scanlon acknowledges that all clients of the Company are
the
Company's clients and are not his personally. Mr. Scanlon further
acknowledges
that by virtue of his employment with the Company, he may gain or
have gained
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knowledge of the identity, characteristics and preferences of its
clients
("Client Information"), and that he would inevitably have to draw
on this Client
Information and on other Confidential Information if he were to
solicit or
service the Company's clients on behalf of a competing business
enterprise.
Accordi
